Asset Purchase and Sale Agreement that certain Purchase and Sale Agreement, dated on the Contract Date, between (i) HFP Hotel Owner II, LLC, CSB Stratford, LLC, and CC Technology Square LLC, collectively as seller, and (ii) Purchaser, as purchaser, pursuant to which seller has agreed to sell and Purchaser has agreed to purchase all of seller’s right, title and interest in and to certain hotels more particularly described therein.
Asset Purchase and Sale Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Closing of this Agreement is expressly conditioned upon the simultaneous consummation of the transactions set forth in the Asset Purchase and Sale Agreement.
Asset Purchase and Sale Agreement. THIS ASSET PURCHASE AND SALE AGREEMENT is made and entered into as of the 15th day of December, 2008, by and among PIZZA HUT OF AMERICA, INC., a Delaware corporation with its principal office located at 10000 Xxxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000 (“PHA”), PIZZA HUT, INC., a California corporation with its principal office located at 10000 Xxxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000 (“PHI”; and together with PHA, collectively, “PH”) and NPC INTERNATIONAL, INC., a Kansas corporation with its principal office located at 7000 X. 000xx Xx., Xxxxxxxx Xxxx, Xxxxxx 00000 (“NPC”). This Asset Purchase and Sale Agreement, including all exhibits and schedules attached hereto, shall be referred to herein as the “Agreement”.
Asset Purchase and Sale Agreement. All conditions to closing under the Asset Purchase and Sale Agreement shall have been satisfied or waived (other than those conditions that by their nature will be satisfied at the closing thereunder). The Buyer specifically waives any condition pertaining to the existence of valid and current Eagle and Gxxxxxx Permits at the time of Closing. The Buyer may waive any other condition specified in this Section 6.01 if it executes a writing so stating at or prior to the Closing and such waiver shall not be considered a waiver of any other provision in this Agreement unless the writing specifically so states.
Asset Purchase and Sale Agreement. All conditions to closing under the Asset Purchase and Sale Agreement shall have been satisfied or waived (other than those conditions that by their nature will be satisfied at the closing thereunder).
Asset Purchase and Sale Agreement. Business as of the date hereof or acquired between the date hereof and the Effective Time, including, without limitation, those items listed on Schedule 1.1(b) to this Agreement;
Asset Purchase and Sale Agreement. All accounts and notes receivable generated in or relating to the operation of the Business (“Receivables”), including, without limitation, those listed on Schedule 1.1(k) to this Agreement, plus or minus any changes in such receivables which result from the ordinary course of the operation of the Business, consistent with past practices, subsequent to the date(s) of the listing(s) on Schedule 1.1(k) until the Effective Time, but specifically excluding pending trust claims specified in Section 5.5(b)(ii) and pending insurance claims;
Asset Purchase and Sale Agreement thereof, all references in this Agreement to the Closing Date shall be deemed to refer to the time and to the date to which the Closing Date shall have been so postponed as herein provided.
Asset Purchase and Sale Agreement. Sellers shall not engage in any practice, take, fail to take, or omit any action, or enter into any transaction, (i) of the kind described in Section 3.26 or (ii) which would make any of the representations and warranties in Article III not true.
Asset Purchase and Sale Agreement and Washington a bond which is legally and financially adequate to cause the release of the existing bond(s) regarding the related entity’s Pre-/At-Need Contract performance liability.
